Loading...
HomeMy WebLinkAbout16598104 ORDINANCE NO. 16, 5 9 8 AN ORDINANCE AUTHORIZING THE ISSUANCE OF LIBRARY CONSTRUCTION AND IMPROVEMENT BONDS BY THE CITY OF LITTLE ROCK, ARKANSAS; PLEDGING TAX REVENUES SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS; AUTHORIZING THE ACCOMPLISHMENT OF THE IMPROVEMENTS; APPROVING AN OFFICIAL STATEMENT; PRESCRIBING OTHER MATTERS RELATING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, at the special election held July 27, 1993, there was submitted to the voters of the City the question of issuing capital improvement bonds of the City (the "Series 1994 Bonds" or "Bonds ") in the maximum principal amount of $17,000,000 to finance the cost of acquiring, constructing and equipping capital improvements for a public city library and related facilities for the City and the Central Arkansas Library System ( "CALS ") to be payable from a continuing annual ad valorem property tax to be levied at a maximum rate of 2.0 mills on the dollar of the assessed valuation of taxable real and personal property in the City; and WHEREAS, the City and CALS library improvements (hereinafter referred to as the "Improvements ") are described as follows: purchase, renovate, and equip a new downtown library in the historic Fones Hardware Building; demolish the current Fletcher Library and replace it with a new library; build a new public library to serve East - Central Little Rock; fully automate the library system; purchase books, videos, magazines, CD- ROM's, electronic information systems, etc.; and purchase retrospective materials to add depth to the collection and other equipment to enhance CALS operations, including vehicles and computers. The estimated costs of the Improvements, including costs of issuing the Series 1994 Bonds, is $17,000,000; and WHEREAS, the voters approved the issuance of the Series 1994 Bonds by a vote of 15,786 votes FOR and 11,526 votes AGAINST the Improvements; and WHEREAS, the Board of Directors has levied in 1993 for collection in 1994, and covenants to levy in subsequent years, an ad valorem property tax at the rate of 2.0 mills on the dollar of the assessed valuation of taxable real and personal property in the City (the "Library Tax ") to be used to pay debt service on Series 1994 Bonds; and WHEREAS, the revenues derived from the Library Tax will be sufficient to pay debt service on the entire $17,000,000 of Series 1994 Bonds, which mature and bear interest as hereinafter provided; and WHEREAS, pursuant to Resolution No. 9,046 approved by the City on November 16, 1993, the City authorized the Treasurer and Director of Finance of the City (the "Treasurer ") to offer the Bonds for sale on a negotiated basis; and WHEREAS, pursuant to Resolution No. 9,067 approved by the City on January 4, 1994, the firms of Stephens Inc., Hill, Crawford & Lanford, Inc., Henderson Securities and Apex Securities, Inc. were appointed underwriters ( "Underwriters ") for the Bonds and the Underwriters propose to purchase the Series 1994 Bonds pursuant to a "Bond Purchase Agreement" in substantially the form submitted to the meeting at which this Ordinance is adopted; and D-/4( 0 0 105 WHEREAS, in order to serve and fulfill the purposes for which it has been created and to provide funds for the financing of the Improvements, the City desires to adopt this Ordinance approving and ratifying the acceptance of the Original Purchaser's bid and further authorizing the issuance of the Bonds as hereinafter provided. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS: Section 1. The Improvements shall be accomplished. The Mayor, City Clerk, and Treasurer are hereby authorized to take or cause to be taken all action necessary to accomplish the acquisition, construction and equipping of the Improvements and to execute all required documents. Section 2. The Bond Purchase Agreement is approved. The Mayor is authorized to execute and deliver the Bond Purchase Agreement in substantially the form presented to this meeting, with such changes as the Treasurer and City Attorney shall approve. The Series 1993 Bonds shall be sold to the Underwriters at a purchase price equal to 99.35% of the principal amount thereof plus accrued interest thereon from March 1, 1994 to date of issuance, and upon the terms and conditions in the Bond Purchase Agreement. Section 3. All actions heretofore taken by the Mayor, City Clerk, and Treasurer in connection with the offering of the Series 1994 Bonds, including the preparation and distribution of the Preliminary Official Statement, preparation of the Official Statement, and preparation of this Ordinance (the "Authorizing Ordinance ") are hereby in all respects ratified and approved. The Official Statement is deemed a final Official Statement for purposes of the Securities and Exchange Commission Rule 15(c) 2 -12. The final Official Statement of the City in the form presented at this meeting with such changes, omissions, insertions and revisions as the Mayor, City Clerk, and Treasurer shall deem advisable is hereby authorized and approved and the Treasurer shall sign and deliver such final Official Statement to the Original Purchaser for distribution to the Owners of the Bonds and other interested persons. Section 4. Under the authority of the Constitution and laws of the State of Arkansas, including particularly Amendment No. 30 to the Constitution of the State of Arkansas, as amended by Amendment No. 72 to the Arkansas Constitution, and Act 920 of the Acts of Arkansas of 1993, the City of Little Rock, Arkansas Library Construction and Improvement Bonds, Series 1994, are hereby authorized and ordered issued in the total principal amount of $17,000,000. The proceeds of the bonds, together with investment earnings thereon, shall be used to finance the Improvements. The Series 1994 Bonds shall be dated March 1, 1994, and the interest thereon shall be payable semiannually on March 1 and September 1 of each year commencing September 1, 1994. The Series 1994 Bonds shall be fully registered bonds in the denomination of $5,000 or an integral multiple thereof. The Series 1994 Bonds shall be initially issued in the denominations and registered in the names of the registered owners specified by the Original Purchaser. Principal shall be payable to the registered owners thereof upon presentation at the corporate trust office of the Trustee. Each bond shall bear interest from its Interest Commencement Date until paid at the rate specified below for its maturity. The "Interest Commencement Date" for each Series 1994 Bond shall be (i) the last interest payment date for the Series 1994 Bond preceding the date of authentication to which interest on the Series 1994 Bond has been paid or made available for payment, or (ii) if the date of authentication is an interest payment date to which interest on the Series 1994 Bond has been paid or made available for payment, the date of authentication, or (iii) if the date of authentication is prior to the first interest payment date, the date of the Series 1994 Bonds. Payment M M M M M M M M M M= M 0 0 = = M 106 of each installment of interest shall be made at the time and in the manner specified in the bond form in Section 6. The Series 1994 Bonds shall be numbered from R -101 upward in order of issuance and shall mature on March 1 of each year and bear interest as follows: Maturity (March 1) Principal Amount Interest Rate 1995 $1,780,000 2.90% 1996 1,830,000 3.40 1997 1,895,000 3.80 1998 1,965,000 4.00 1999 2,045,000 4.15 2000 2,130,000 4.25 2001 2,220,000 4.35 2002 2,315,000 4.40 2003 820,000 4.00 Worthen Trust Company, Little Rock, Arkansas, is designated as the trustee, bond registrar and paying agent (the "Trustee "). Section 5. Definitions. In addition to other definitions herein, capitalized terms used in this Ordinance shall, unless the context requires a different meaning, have the meanings specified below. The term "Code" means the Internal Revenue Code of 1986, as amended. The term "Debt Service" means the scheduled amount of interest and principal payable on the Series 1994 Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. The term "Gross Proceeds" means the sum of following amounts: (i) original proceeds, namely, net amounts received by the City as a result of the sale of the Series 1994 Bonds, excluding original proceeds which become transferred proceeds (determined in accordance with applicable Regulations) of obligations issued to refund in whole or in part the Series 1994 Bonds; (ii) investment proceeds, namely, amounts received at any time by or for the City, such as interest and dividends, resulting from the investment of any original proceeds (as referenced in clause (i) above) or investment proceeds (as referenced in this clause (ii)) in Nonpurpose Investments, increased by any profits and decreased (if necessary, below zero) by any losses on such investments, 3 o-z • 10� excluding investment proceeds which become transferred proceeds (determined in accordance with applicable Regulations) of obligations issued to refund in whole or in part the Series 1994 Bonds; (iii) sinking fund proceeds, namely, amounts, other than original proceeds or investment proceeds (as referenced in clauses (i) and (ii) above) of the Series 1994 Bonds, which are held in the Bond Fund and any other fund to the extent that the City reasonably expects to use such other fund to pay Debt Service on the Series 1994 Bonds; (iv) Investment Property pledged as security for payment of Debt Service on the Series 1994 Bonds; (v) amounts, other than as specified in this definition, used to pay Debt Service on the Series 1994 Bonds; and (vi) amounts received as a result of investing amounts described in this definition. The term "Investment Property" means any security (as said term is defined in Section 165(g)(2)(A) or (B) of the Code), obligation, annuity contract or investment -type property, excluding, however, obligations the interest on which is excluded from gross income, under Section 103 of the Code, for federal income tax purposes. The term "Net Proceeds," when used with reference to the Series 1994 Bonds, means the face amount of the Series 1994 Bonds, plus accrued interest and premium, if any, less original issue discount. The term "Nonpurpose Investment" means any Investment Property which is acquired with the Gross Proceeds of the Series 1994 Bonds and is not acquired in order to carry out the governmental purpose of the Series 1994 Bonds. The term "Private Business Use" means use directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and use as a member of the general public. The term "Purchase Price," for the purpose of computation of the Yield of the Series 1994 Bonds, has the same meaning as the term "issue price" in Section 1273(b) and 1274 of the Code, and, in general, means the initial offering price of the Series 1994 Bonds to the public (not including bond houses and brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of the bonds of each maturity are sold or, if the bonds are privately placed, the price paid by the first buyer of the bonds or the acquisition cost of the first buyer. The term "Regulations" means temporary and permanent regulations promulgated under the Code. The term "Yield" means that yield which, when used in computing the present worth of all payments of principal and interest on the Series 1994 Bonds, produces an amount equal to the Purchase Price of the Bonds, all computed as prescribed in applicable Regulations. 4 b-7/ E-3 108 Section 6. The Series 1994 Bonds shall be executed on behalf of the City by the Mayor and City Clerk by their facsimile signatures and a facsimile of the corporate seal of the City shall be reproduced on each Series 1994 Bond. The Series 1994 Bonds shall be in substantially the following form: 5 C -y REGISTERED No. lag (Face of Bond) REGISTERED UNITED STATES OF AMERICA STATE OF ARKANSAS COUNTY OF PULASKI CITY OF LITTLE ROCK LIBRARY CONSTRUCTION AND IMPROVEMENT BOND SERIES 1994 Interest Commencement Date: Interest Rate: % Maturity Date: CUSIP: Principal Amount: Registered Owner: For value received, the City of Little Rock, Arkansas (the "City"), promises to pay to the registered owner shown above, or registered assigns, the principal amount shown above on the Maturity Date identified above and to pay interest (computed on the basis of a 360 -day year of twelve 30-day months) on such principal amount from the Interest Commencement Date set forth above at the Interest Rate per annum set forth above. Interest is payable on each March 1 and September 1 after the Interest Commencement Date beginning September 1, 1994. Principal of this bond is payable to the registered owner, in lawful money of the United States of America, upon presentation when due at the corporate trust office of Worthen Trust Company, Little Rock, Arkansas, the trustee, bond registrar and paying agent (the "Trustee "). Payment of each installment of interest shall be made to the person in whose name this bond is registered on the registration books of the City maintained by the Trustee at the end of the fifteenth day of the month next preceding each interest payment date (the "Record Date "), irrespective of any transfer or exchange of this bond subsequent to such Record Date and prior to such interest payment date. Such interest payments shall be by check or draft drawn on the Trustee, and mailed to such registered owner at the address appearing on such registration books. This bond is issued under the authority of the Constitution and laws of the State of Arkansas, including particularly Amendment No. 30 to the Constitution of the State of Arkansas, as amended by Amendment 72 to the Arkansas Constitution, and Act 920 of the Acts of Arkansas of 1993. It shall not be valid unless the Certificate of Authentication shall have been signed by the Trustee. This bond is one of a series of bonds of the City designated "Library Construction and Improvement Bonds, Series 1994" dated March 1, 1994 (the "Series 1994 Bonds ") in the principal amount of $17,000,000, approved at the special election held on July 27, 1993, and authorized pursuant to Emergency Ordinance No. of the City adopted on February 15, 1994. M Q 7� �5 i 110 (SEE THE REVERSE SIDE FOR ADDITIONAL PROVISIONS WHICH HAVE THE SAME EFFECT AS IF FULLY SET FORTH IN THIS PLACE.) IN WITNESS WHEREOF, the City has caused this bond to be executed by its Mayor and City Clerk by their facsimile signatures and a facsimile of its corporate seal to be reproduced hereon. CITY OF LITTLE ROCK, ARKANSAS (FACSIMILE SEAL) By (facsimile signature) Mayor By (facsimile signature) City Clerk 7 b?j CERTIFICATE OF AUTHENTICATION This bond is one of the Series 1994 Bonds described in the within mentioned Ordinance and is one of the Library Construction and improvement Bonds, Series 1994, dated March 1, 1994 of the City of Little Rock, Arkansas. Worthen Trust Company, Trustee Authorized Officer r] G- %4 f-17 (Back of Bond) CITY OF L=E ROCK, ARKANSAS LIBRARY CONSTRUCTION AND IMPROVEMENT BOND SERIFS 1994 ADDITIONAL PROVISIONS The Series 1994 Bonds are limited tax obligations of the City, payable from the proceeds of a continuing annual tax of 2.0 mills on the dollar of the assessed valuation of the taxable real and personal property in the City (the "Library Tax ") levied by the City under the authority of Amendment No. 30 of the Constitution of the State of Arkansas, as amended by Amendment No. 72 to the Arkansas Constitution, and Act 920 of the Acts of Arkansas of 1993. The City hereby pledges the said Library Tax for the payment of the Series 1994 Bonds. The Library Tax shall be collected with the property taxes payable in 1994 and continuing annually thereafter until all of the Series 1994 Bonds and interest thereon plus related costs have been paid in full. The Series 1994 Bonds are not secured by any lien on or security interest in any physical properties. The Series 1994 Bonds are issuable only in the form of fully registered bonds in the denominations of $5,000 or an integral multiple thereof. The City and the Trustee may deem and treat the registered owner hereof as the absolute owner of this bond for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and shall not be affected by any notice to the contrary. This bond is transferable, in whole or in part, only upon delivery to the Trustee of the bond, accompanied by a written instrument of transfer in substantially the form endorsed hereon, duly executed by the registered owner or his attorney -in -fact or legal representative. Upon such transfer, the Trustee shall enter the transfer of ownership in the registration books and shall authenticate and deliver in the name or names of the new registered owner or owners a new fully registered bond or bonds of authorized denominations of the same maturity and interest rate for the aggregate principal amount of the bond transferred at the earliest practicable time. There shall be no charge to the transferor or transferee for any transfer, except an amount or amounts sufficient to reimburse the City and the Trustee for any tax, fee or other governmental charge required to be paid with respect to such transfer. The City and the Trustee shall not be required to transfer any bond which had been called for redemption in whole or in part. The Series 1994 Bonds shall be subject to mandatory redemption prior to maturity, in inverse order of maturity, (i) on any interest payment date on or after March 1, 1997 from proceeds of the Series 1994 Bonds not needed for the purpose for which the Series 1994 Bonds are issued, and (ii) on any interest payment date on or after March 1, 1995, from surplus collections of the Library Tax, being collections over and above the amount necessary to pay the current requirements of interest and principal, and Trustee's fees, and the interest due on the next interest payment date, in whole or in part, at a redemption price equal to the principal amount being redeemed plus accrued interest to the redemption date. Moneys available for redemption shall be applied to the redemption of the Series 1994 Bonds, in inverse order of maturity (Series V -%/ E- 8 M 113 1994 Bonds within a maturity to be selected by lot in such manner as the Trustee shall determine to be fair and equitable). Series 1994 Bonds of denominations greater than $5,000 may be redeemed partially in the amount of $5,000, or any integral multiple thereof. Notice of redemption shall be given to the registered owner of each Series 1994 Bond or a portion thereof, called to be redeemed by first class mail posted not less than thirty (30), nor more than sixty (60) days, prior to the date of redemption and addressed to the registered owner at his address as shown on the registration books. The Series 1994 Bonds or the portion thereof called for redemption shall not bear interest after the redemption date, provided funds are on hand with the Trustee to redeem the same. Series 1994 Bonds of denominations greater than $5,000 may be redeemed partially in the amount of $5,000 or any integral multiple thereof. Notice of redemption identifying the Series 1994 Bonds or portions thereof to be redeemed shall be given by the paying agent, not less than thirty nor more than sixty days prior to the date fixed for redemption, by mailing a copy of the redemption notice by first class mail, postage prepaid, to all registered owners of bonds to be redeemed. Failure to mail an appropriate notice or any such notice to one or more registered owners of bonds to be redeemed shall not affect the validity of the proceedings for redemption of other bonds as to which notice of redemption is duly given and in proper and timely fashion. All such bonds thus called for redemption shall cease to bear interest on and after the date fixed for redemption, provided funds for their redemption are on deposit with the Trustee at that time. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this bond have existed, have happened and have been performed in due time, form and manner as required by law; that the indebtedness represented by this bond and the issue of which it forms a part, does not exceed any constitutional or statutory limitation; and that a tax sufficient to pay the bonds has been duly levied in accordance with Amendment No. 30 to the Constitution of the State of Arkansas, as amended by Amendment No. 72 to the Arkansas Constitution, and Act 920 of the Acts of Arkansas of 1993 and made payable annually until all of the bonds and interest thereon have been fully paid and discharged. 10 0 - '7/ C -q1 i ABBREVIATIONS The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship not as tenants in common UNIF GIFT MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the list above. 11 ()- %l F -ID M = M TRANSFER r] 115 FOR VALUE RECEIVED, the undersigned Transferor or Transferors hereby sell, assign and transfer the within Bond and all rights thereunto to the Transferee or Transferees whose name(s), address and social security or federal employer identification number are shown below, and irrevocably constitute and appoint as attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Name of Address of Transferee(s) (one address only): Social Security or Federal Employer Identification No. of Transferee(s) (one number only): Transferor Transferor NOTICE: No transfer will be issued in the name of the Transferee(s), unless the signature to this assignment corresponds with the name(s) appearing upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. Signature(s) of Transferor(s) Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of or a participant in the Securities Transfer Agent Medallion Program ( "STAMP "), or another signature guaranty program recognized by the Trustee. 12 0-?J e -11 Section 7. In order to pay the Series 1994 Bonds as they mature or are called for redemption prior to maturity, with interest thereon and the fees and charges of the Trustee, there is hereby pledged all of the proceeds derived from the Library Tax. The City represents and covenants that the Library Tax has been levied in 1993 for collection beginning in 1994 and covenants that the Library Tax will be levied and collected annually thereafter until all of the Series 1994 Bonds authorized hereby and interest thereon plus related costs and fees have been paid in full. The City covenants and agrees that all revenues from the Library Tax shall be deposited as received into a special fund of the City which is hereby created and designated "Series 1994 Library Bond Retirement Fund" (the "Bond Fund "). All moneys held for credit of the Bond Fund shall either be insured by the Federal Deposit Insurance Corporation or secured by direct or fully guaranteed obligations of the United States of America. Collections of the Library Tax shall be used solely for the payment of the principal of and interest on the Series 1994 Bonds, fees of the Trustee, and costs of redemption, either at maturity or at redemption prior to maturity. Moneys held for the credit of the Bond Fund may be invested as provided in Section 15. For the prompt payment of the Series 1994 Bonds with interest, the City pledges the Library Tax. Section 8. In order to pay the principal of and interest on the Series 1994 Bonds as they mature, there are hereby appropriated out of the proceeds of the above referenced Library Tax the sums necessary to promptly pay the principal of and interest on the Series 1994 Bonds as they mature. The principal of and interest on the 1994 Bonds mature according to the following schedule: Payment Date Principal Due Interest Total September 1, 1994 $335,536.25 $335,536.25 March 1, 1995 $1,780,000 335,536.25 2,115,536.25 September 1, 1995 309,726.25 309,726.25 March 1, 1996 1,830,000 309,726.25 2,139,726.25 September 1, 1996 278,616.25 278,616.25 March 1, 1997 1,895,000 278,616.25 2,173,616.25 September 1, 1997 242,611.25 242,611.25 March 1, 1998 1,965,000 242,611.25 2,207,611.25 September 1, 1998 203,311.25 203,311.25 March 1, 1999 2,045,000 203,311.25 2,248,311.25 September 1, 1999 160,877.50 160,877.50 March 1, 2000 2,130,000 160,877.50 2,290,877.50 September 1, 2000 115,615.00 115,615.00 March 1, 2001 2,220,000 115,615.00 2,335,615.00 September 1, 2001 67,330.00 67,330.00 March 1, 2002 2,315,000 67,330.00 2,382,330.00 September 1, 2002 16,400.00 16,400.00 March 1, 2003 820 16.400.00 836.400.00 17.000.000 3.460.047.50 20.460.047.50 Payment at maturity or as due of all principal of, interest on and fees of the Trustee in connection with, all outstanding Series 1994 Bonds shall be secured by an equal and ratable pledge of the Library Tax. However, surplus collections of the Library Tax (being unexpended collections held on each interest payment date which exceed the estimated amount necessary to pay the current requirements of all principal and interest and fees and the interest due on the next interest payment date, in whole or in part, at a redemption 13 0-'7/ e -a M M M M M M M M 0 M M M M M M M 117 price equal to the principal amount being redeemed plus accrued interest to the redemption date) shall be used by the City to redeem the Series 1994 Bonds prior to maturity. The City shall notify the Trustee and Co -Bond Counsel at least 45 days in advance of each payment date of its intent to redeem bonds prior to maturity. Section 9. The Series 1994 Bonds shall be callable for payment prior to maturity in accordance with the terms set out in the bond form in Section 6 of this Ordinance. Section 10. The Treasurer of the City is hereby ordered and directed to place on deposit with the Trustee, at least two (2) business days before the maturity, redemption or interest payment date of any Bond issued hereunder, an amount from the funds herein appropriated equal to the amount necessary to pay such maturing principal of such bond or interest, for the sole purpose of paying the same, together with the customary Trustee's fees. This instruction to the Treasurer is irrevocable and may be enforced by mandamus. Section 11. The Trustee shall immediately notify the City of each default in the payment of principal of or interest on any Series 1994 Bonds and of any other default under this Ordinance of which the Trustee has knowledge. Any default in the payment of the principal of or interest on any Series 1994 Bond, and any default in the performance of any other covenant herein which continues for 30 days after written notice thereof is given to the City by the Trustee shall constitute an event of default. The Trustee shall notify the registered owners of the Series 1994 Bonds of each event of default by first class mail. The owners of not less than 10% in principal amount of the Series 1994 Bonds then outstanding may by proper suit compel the performance of the duties of the officials of the City under the Constitution and laws of the State of Arkansas and under this Ordinance and protect and enforce the rights of the owners by instituting appropriate proceedings at law or in equity or by other action deemed necessary or desirable. If any default in the payment of principal or interest continues for 30 days the owners of not less than 50% in principal amount of the then outstanding Series 1994 Bonds may declare all outstanding Bonds immediately due and payable together with accrued interest thereon. No one or more owners of the Series 1994 Bonds shall have any right in any manner by his or their action to affect, disturb or prejudice the security of this Ordinance, or to enforce any right hereunder except in the manner provided herein. All proceedings at law or in equity shall be instituted, had and maintained in the manner provided herein and for the benefit of all owners of outstanding Series 1994 Bonds. Any individual rights of action are restricted by this Ordinance to the rights and remedies herein provided. Nothing shall, however, affect or impair the right of an owner to enforce the payment of the principal of and interest on any Series 1994 Bond at and after the maturity thereof. No delay or omission of any owner of a Series 1994 Bond to exercise any right or power accrued upon any default shall impair any such right or power or be construed to be a waiver of any such default or acquiescence therein, and every power and remedy given to the owners of the Bonds may be exercised from time to time and as often as may be deemed expedient. The owners of not less than 50% in principal amount of the Series 1994 Bonds then outstanding shall have the right, during the continuance of an event of default, to direct the time, method and place of conducting any proceedings of any remedy of bondholders, and may waive any default which shall have been remedied before the entry of final judgment or decree in any suit, action or proceeding or before the completion of the enforcement of any other remedy. No such waiver shall extend to or affect any other existing or subsequent default or defaults or, impair any rights or remedies consequent therein. 14 �- 3 M Section 12. The Trustee shall be responsible only for the exercise of good faith and reasonable prudence in the execution of its trust. The recitals in this Ordinance and in the face of the Series 1994 Bonds are the recitals of the City and not of the Trustee. The Trustee will maintain books for the registration and transfer of ownership of the Series 1994 Bonds. The principal of all Series 1994 Bonds, payable either at maturity or upon redemption prior to maturity, shall be paid upon surrender of the Bond at the corporate trust office of the Trustee. Interest shall be paid by check or draft drawn on the Trustee and mailed to each registered owner at the address shown on the registration books. The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers, or employers and shall not be answerable for the conduct of the same if selected by it with reasonable care, and shall be entitled to advice of counsel concerning its duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers, and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney (who may be the attorney or attorneys for Issuer or Company) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action or inaction in good faith in reliance upon such opinion or advice. The Trustee shall be protected in acting upon any notice, request, consent, certificate, order affidavit, letter, telegram, or other paper or document reasonably believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the owner of any Bond shall be conclusive and binding upon all future owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper, or proceeding, the Trustee shall be entitled to rely upon a certificate signed by the City as sufficient evidence of the facts herein contained and prior to the occurrence of a Default of which the Trustee has been notified as provided in Section 11 hereof, or of which by said subsection it is deemed to have notice, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction, or action is necessary or expedient, but may at its discretion secure such further evidence deemed by it to be necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of such officials of the City who executed the Bonds (or their successors in office) under the seal of the City to the effect that a resolution has been duly adopted and is in full force and effect. The Trustee may resign by giving notice in writing to the City Clerk. Such resignation shall be effective upon the appointment of a successor Trustee by the City and acceptance of appointment by the successor. If the City fails to appoint a successor within 30 days of receiving notice of resignation, the Trustee may apply to a court of competent jurisdiction for appointment of a successor. The owners of a majority in principal amount of outstanding Series 1994 Bonds may at any time, with or without cause, remove the Trustee and appoint a successor. Any successor Trustee, whether appointed by the City or bondholders, shall have capital and surplus of at least $25,000,000. The City shall give notice in writing to the owners of outstanding Series 1994 Bonds of any resignation, removal or appointment of a successor Trustee. 15 C-N • • 119 The Trustee shall be entitled to reasonable compensation for its services hereunder. Section 13. The original Trustee and any successor shall file a written acceptance and agreement to execute the trust imposed upon it by this Ordinance, but only upon the terms and conditions set forth in this Ordinance, and subject to the provisions of this Ordinance. Such written acceptance shall be filed with the City Clerk and a copy therein shall be placed in the bond transcript. Any successor shall have all the powers herein granted to the original Trustee. Section 14. The Series 1994 Bonds shall be delivered to the Trustee, which shall authenticate and deliver them to the Original Purchaser, or order, upon payment in Federal Reserve funds of an amount equal to the purchase price of $16,889,500, plus accrued interest from March 1, 1994, to date of delivery. From the proceeds of the sale: A. The accrued interest shall be deposited into the Bond Fund. Such moneys shall be used solely for payment of interest due on the Bonds on September 1, 1994. B. The balance of the proceeds shall be deposited in an account in the Trustee hereby created and designated "Series 1994 Library Construction and Improvement Fund" (hereinafter called the "Construction Fund "). The moneys in the Construction Fund shall be disbursed for the payment of the costs of accomplishing the Improvements, paying necessary expenses and making necessary expenditures incidental thereto, paying engineering fees, paying legal fees, and paying the expenses of the authorization and issuance of the Series 1994 Bonds. For each disbursement there shall be prepared a requisition signed by the City Treasurer and the Project Engineer or Architect stating in respect of each such payment: (1) The item number of the payment; (2) The name of the person, firm or corporation to whom payment is due; (3) The amount to be paid; and (4) The purpose of general classification for which the obligation to be paid was incurred. Each requisition for construction payments shall be accompanied by a certificate signed by the Project Engineer or Architect certifying: (1) That obligations in the stated amounts have been incurred by the City and that each item thereof is a proper charge against the Construction Fund and has not been paid; (2) That there has not been filed with or served upon the City notice of any lien, right to lien, attachment upon, or claim affecting the right to receive payment of any of the moneys payable to any of the persons, firms or corporations named in such requisition, which has not been released or will not be released simultaneously with the payment of such obligation; and (3) That such requisition contains no item representing payment on account of any retained percentage which the City is at the date of such certificate entitled to retain. In the case of all expenses over which the Project Engineers or Architect where consulting services have. been obtained, the applicable requisition shall be accompanied by a certificate signed by a duly authorized 16 7% t• t• t• M Ml • • 120 representative of the Project Engineers or Architect certifying approval thereof. One copy of each requisition with accompanying certificates shall be filed with the depository of the Construction Fund, one copy shall be filed with the City Treasurer, and one copy shall be filed with the City Clerk. Upon receipt of each requisition, the Trustee shall disburse funds from the Construction Fund sufficient to pay the persons, firms or corporations designated in the requisition. When the Improvements have been completed and all authorized expenditures from the Construction Fund shall have been made, if there be any remaining balance in the Construction Fund, the City Treasurer and the Project Engineer and Architect shall file a certificate with the Trustee, with a copy of the certificate to be filed with the Trustee, stating that the Improvements have been accomplished and that all authorized expenditures have been made, and specifying the disposition to be made of the remaining balance in the Construction Fund. In this regard, any such remaining balance may be used for redeeming bonds prior to maturity or may be transferred to the Bond Fund, as shall be determined by the City. Upon retirement of the Series 1994 Bonds, any surplus tax collections which may have accumulated shall be transferred to the general fund of the City, and shall be used for maintenance and operation of the public city libraries. C. There is hereby created and ordered to be established with the Trustee a fund to be designated "Series 1994 Arbitrage Rebate Fund ". (1) The Trustee shall deposit all Rebate Amounts (as hereinafter defined) paid to it by the City pursuant to subparagraph (b) of this Section into the Series 1994 Arbitrage Rebate Fund. The Trustee shall pay such Rebate Amounts to the United States in accordance with Section 148 of the Internal Revenue Code of 1986, as amended (the "Code "), and the provisions of the Tax Regulatory Agreement between the City and the Trustee dated as of March 1, 1994. Moneys in the Series 1994 Arbitrage Rebate Fund shall be deemed subject to the following liens, in the following order of priority: (a) first, in favor of the United States to the extent of all Rebate Amounts (as hereinafter defined) which must be paid to the United States; (b) second, in favor of the Trustee, to the extent of its fees and expenses payable hereunder. Notwithstanding anything else herein contained, the moneys in the Series 1994 Arbitrage Rebate Fund shall not be released upon any defeasance of the Bonds prior to the Final Payment Date (as defined in the Tax Regulatory Agreement), and such moneys shall be held and applied pursuant to the terms of such Tax Regulatory Agreement . The Trustee shall not be required to make any payment required by this Section except from moneys in the Series 1994 Arbitrage Rebate Fund. The Trustee shall have no liability for the calculation of the proper amount of any Rebate Amount. (2) The City hereby further covenants and agrees that it shall take all other actions necessary to insure that the Bonds are not and do not become "arbitrage bonds," as defined in Section 148 of the Code and the Regulations thereunder. Section 15. A. Moneys held for the credit of the Bond Fund and the Construction Fund may be invested and reinvested by the City in direct obligations of, or obligations the principal of and interest on 17 F -z 121 which are unconditionally guaranteed by, the United States government ( "Government Obligations" as defined in Section 18 hereof), or in certificates of deposit of banks, including the Trustee, such deposits to be collateralized by Government Obligations to the extent such deposits exceed insurance limitations of the Federal Deposit Insurance Corporation. Investments shall mature not later than the time the funds will be needed as determined by the City for authorized Bond Fund and Construction Fund expenditures. B. Interest earned by the investments of the Construction Fund may be deposited into the fund and used for the same purposes as other moneys in such fund are authorized to be used. Section 16. The terms of the Series 1994 Bonds and of this Ordinance shall constitute a contract between the City and the holders of the Series 1994 Bonds. Except as provided below, no variation or change in the undertakings herein set forth shall be made while any of these Bonds are outstanding. The owners of not less than 75 % in aggregate principal amount of the Series 1994 Bonds then outstanding have the right, from time to time, to consent to the adoption by the City of ordinances modifying any of the terms or provisions contained in the Series 1994 Bonds or this Ordinance; provided, however, there shall not be permitted (a) any extension of the maturity of the principal of or interest on any Bond, or (b) a reduction in the principal amount of any Bond or the rate of interest thereon, or (c) the creation of any additional pledge on the revenues pledged to the Bonds other than as authorized in this Ordinance, or (d) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (e) a reduction in the aggregate principal amount of the Bonds required for such consent. Section 17. Tax Covenants. A. The City covenants that it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of the interest on the Series 1994 Bonds under Section 103 of the Code. The City will not directly or indirectly use or permit the use of any proceeds of the Bonds or any other funds of the City, or take or omit to take any action that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the Code. To that end, the City will comply with all requirements of Section 148 of the Code to the extent applicable to the Series 1994 Bonds. B. Private Business Use Limitation. The City shall assure that not in excess of five percent (5 %) of the Net Proceeds of the Series 1994 Bonds is used, directly or indirectly, for (i) Private Business Uses, or (ii) to make or finance a loan (other than loans constituting Nonpurpose Investments) to persons other than state or local government units. C. Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Series 1994 Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code and Regulations promulgated thereunder. D. Information Reporting. The Mayor of the City shall, not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Series 1994 Bonds are issued, submit to the Secretary of the Treasury a statement concerning the Series 1994 Bonds which will satisfy the requirements of paragraph (2) of Section 149(e) of the Code and applicable Regulations. Section 18. Defeasance. When all of the Series 1994 Bonds shall have been paid or deemed paid, the pledge in favor of the Series 1994 Bonds shall be discharged and satisfied. A Bond shall be deemed paid when there shall have been deposited in trust with the Trustee, as escrow agent under an escrow deposit agreement requiring the escrow agent to apply the proceeds of the deposit to pay the principal of and interest on the Bond as due at maturity or upon redemption prior to maturity, moneys or Government Obligations 18 02-71 1---,3 122 sufficient to pay when due the principal of and interest on the Bond. If the principal of the Bond is to become due by redemption prior to maturity, notice of such redemption must have been duly given or provided for. "Government Obligations" shall mean direct or fully guaranteed obligations of the United States of America, noncallable, maturing on or prior to the maturity or redemption date of the Bond. In determining the sufficiency of a deposit there shall be considered the principal amount of such Government Obligations and interest to be earned thereon until their maturity. Section 19. The provisions of this Ordinance are separable and in the event that any section or part hereof shall be held to be invalid, such invalidity shall not affect the remainder of this Ordinance. Section 20. All ordinances and resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 21. This Ordinance shall not create any right of any character and no right of any character shall arise under or pursuant to it until the Series 1994 Bonds shall be issued and delivered. Section 22. It is hereby ascertained and declared that there is an immediate and urgent need for the acquisition, construction and equipping of the Improvements to be financed by the issuance of the Series 1994 Bonds in order to protect the health, lives and property of the inhabitants of the City. It is, therefore, declared that an emergency exists and this Ordinance, being necessary for the preservation of public peace, health and safety, shall take effect and be in force immediately upon and after its adoption. PASSED this 15 thday of February, 1994. APPROVED: �� ,;, By: / !_!�/�'�l/ fiat" Mayor J Dailey I ATTEST: BY(QL 44,4 , Afi4LAb [lfl� City Clerk Robbie Hancock (SEAL) APPROVED AS TO FORM: By: City Attorney Thomas Carpenter L: p71 F -y